Corporate amendments in the registration card of an Estonian company and the purchase and sale of a share

420 € item

Goals

The life of a company as the life of a man is not staticit is constantly evolving. Therefore, after registration of the company, the owners may need to: 

  • change its address, name and contact details (e-mail and telephone number), 
  • appoint a new contact person,
  • alter the composition of the board,  
  • sell their share to other parties. 

Magrat can provide professional assistance and accompany the amendment process in each of these cases.   

You can make the above-mentioned amendments:

  • online, using an ID-card of an Estonian e-resident, through the Estonian company registration portal: we will provide the instructions and contact you via a video-link or messengers for assistance during the amendment process, 
  • through a notary, using a power of attorney: you will need notarised and apostilled documents to make amendments. We will prepare and send you the drafts of the documents via e-mail, including the list of the documents that you will need to submit additionally.    

You can purchase and sell a share:

  • through a notary, using a protected video-link: if you own an ID-card, digi-ID, digi-ID of an e-resident, or mobiil-ID and you are abroad, it is possible to use a video-bridge in an Estonian embassy in such countries as Finland, Latvia, Sweden, the UK, and Belgium for remote certification of the transaction by a notary, 
  • through a simple written transaction: applicable if the company has a paid and registered share capital of 10,000 euros and all owners have unanimously approved the transfer of the share,
  • by means of an electronic share sale through NASDAQ depository: applicable if the shares of the company have been registered in the depositary and the buyer and the seller hold securities accounts in an Estonian bank.

Price

The cost of preparing documents for the standard procedure of the corporate amendments in the registration card of an Estonian company and the purchase and sale of a share of an Estonian company is 300 euros. The price does not include VAT, which can be applied. 

Why choose Magrat?

  • Magrat is a licenced trust and company service provider (licence №FIU000154) with the right to act as a contact person for non-residents of Estonia.  
  • Magrat is an authorised participant of the e-Residency programmes registered as a business service provider in the e-Residency Marketplace. 
  • Our team comprises successful and experienced lawyers who have been specialising in the incorporation and support of Estonian companies since 2009.
  • We provide an individual approach to each client.
  • We take into account all nuances of corporate law in Estonia. 

What is included in the price?

  • communicating with the client online and providing instructions via a video-link or messengers, 
  • preparing an application for the registration of amendments in the registration card of the Estonian company for one legal person,
  • preparing Magrat’s official consent to act as a Contact Person for the company according to i.631 (5) of the Commercial Code and submitting the consent to the Commercial Register of Estonia,
  • verifying the completeness and validity of the documents,
  • arranging a meeting with a notary, 
  • harmonising the documents with a notary and transferring the original documents provided by the client to a notary,
  • accompanying the client to a notary at the appointed time for signing a purchase and sale contract during a personal visit in Tallinn,
  • paying a state fee of 18 euros for the registration of the amendments (if applicable).

What is not included in the price?

  • registering the company shares on NASDAQ; 
  • Contact Person serviceit is compulsory if the company board is located outside Estonia (the cost of the service is 200 euros per 12 months),
  • preparing standard articles of association (OÜlimited liability company)required in some cases when the name or address of the company is being changed,
  • preparing a power of attorney or consent from an additional founder/board member, 
  • drafting a consent from a new board member (director) for their remote appointment, 
  • drafting a power of attorney for changing a shareholder/one natural person, 
  • representing the client by proxy before a notary during signing a purchase and sale contract,
  • leasing the postal and legal addresses of the company, 
  • preparing corporate documents of the Estonian company in the paper format, notarised and apostilled,  
  • participation of a foreign legal person in the purchase and sale transaction (the price of the service is 350 euros),
  • verifying the compliance of documents of the foreign legal person to the legal requirements and harmonising the documents with a notary,
  • communicating with the foreign company’ provider of corporate services,  
  • preparing and notarising the originals of the corporate documents of the foreign company–founder at the place of its registration, 
  • forwarding documents by mail in/from Estonia, 
  • translating documents, 
  • accounting service,
  • assisting in opening a settlement account in a bank (the price of the service is from 1,000 euros) or payment system (the price is from 500 euros),
  • assisting in obtaining an Estonian VAT number (the price of the service to prepare and submit an application for a VAT payer registration is 300 euros),
  • providing support in obtaining a VAT number in another EU countryby request.

What is required from the client?

For preparing the documents on the transaction:

  • high-quality scan-copies of the documents proving the identities of each board member and shareholder of the Estonian company in a PDF or JPEG format, 
  • contact details of each board member and shareholder of the Estonian company: telephones, e-mails and residence addresses, 
  • for the owners–legal persons: complete package of the notarised corporate documents disclosing the ownership structure of the company including its final beneficiaries, and proving the authorities of their representatives, 
  • a copy of the passport of the legal person’s director, proof of their residence address (utility bill) and contact details (telephone number, e-mail), 
  • a copy of the passport of the final beneficiary of the foreign legal person, proof of their residence address (utility bill) and contact details (telephone number, e-mail), 
  • a copy of both sides of the e-Resident’s digi-ID card, if you have it
  • contact details of the Estonian company (telephone number, email) for adding in the Commercial Register of Estonia (if applicable),
  • information about beneficiary owners of the Estonian company (if applicable),
  • information about each founder’s share.

Before the transaction and submission of an application:

  • to have the documents that have been drafted and provided by Magrat signed by an authorised person; the signature must be legalised by a notary and apostilled. Thereafter, the scan-copies and originals must be sent to Magrat, including:
    • application to the Commercial Registry,
    • power of attorney (if applicable), 
    • consent from a new board member with their appointment to the post,
    • lists of the shareholders in case of the purchase and sale of a share.

Deliverables

After submitting an application with the accompanying documents to the Commercial Registry and registering the amendments, you will receive a package of the constituent documents in the electronic format (PDF):

  • detailed extract from the Estonian Commercial Register in English
  • articles of association in Estonian (if applicable)

Timing

The decision about registering the amendments is taken by the representatives of the Commercial Registry within 5 working days from the submission of the application. The time for preparing an application depends on how quickly the client presents the required documents and information. 

You may also be interested in

  • Notarised corporate documents of an Estonian company  
  • Obtaining VAT and EORI numbers for an Estonian company 
  • Accounting service
  • Opening a settlement account in a bank or payment system